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Megh Mayur Infra Ltd. (MEGHMAYURINFRA) - Director Report

Company director report

Dear Members

Your Directors are presenting their 37th Annual Report on the business andoperations of your Company along with the audited financial statements for the financialyear ended 31st March 2018. The Statement of Accounts Auditors' ReportBoard's Report and attachment thereto have been prepared in accordance with the provisionscontained in Section 134 of Companies Act 2013 and Rule 8 of the Companies (Accounts)Rules 2014.

1. FINANCIAL RESULTS: (Amount in Rupees)

Financial Result

2017-18

2016-17

Revenue from Operation

-

-

Other Income

8620

7975

Total expense

1380836

1318531

Profit/Loss Before Tax

(1372216)

(1310556)

Provision For tax

-

-

Deferred Tax on Special Reserve

-

-

Profit/Loss After Tax

(1372216)

(1310556)

Total Profit/Loss

(1372216)

(1310556)

The Company is not having any Depreciable Assets hence no provision of Depreciation ismade.

2. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated 16th February2015 notified the Indian Accounting Standards (IND AS)applicable to certain classes of Companies IND AS has replaced the existing IND GAAPprescribed under section 133 of the Companies Act 2013 read with rule 7 of the Companies(Accounts) Rules 2014. For our Company IND As shall be applicable from 01stApril 2017 with a transition date of 1st April 2016. Your Company has adoptedthe Ind AS and the financial Statements comply with all aspects with Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act2013 (the Act)[Companies (Indian Accounting Standards)

Rules2015] and other relevant provisions of the Act. The comparative financialinformation of the Company for the year ended 31st March2017 and thetransition date opening balance sheet as at 1st April2016 included in the IndAS financial Statements are based on the previously issued statutory financial statementsfor the year ended 31st March2017 and 31st March2016 prepared inaccordance with the Companies (Accounting Standards) Rules2006 (as amended) andadjustments to those financial statements for the differences in accounting principlesadopted by the Company on transition to the Ind AS.

3. RESERVES:

Due to continuous losses your Company does not propose to carry any amount to GeneralReserves

4. SHARE CAPITAL:

The paid up Share Capital as on 31st March 2018 was Rs. 63000000 duringthe year under review.

5. PERFORMANCE AND AFFAIRS OF THE COMPANY:

The year under review was not satisfactory for the company due to the difficult marketconditions and effects of demonetization the Company has made loss of Rs. 13722.16/-(previous year loss of Rs. 1310556/-) As we all know the world economy faced globalrecession which is still continuing and because of which economic activities slowed down.India being now global player also experience the global economic slow down but itsimpact was not so much harsh as experienced by the developed nations. In India realestate is one sector which experienced worst of economic slow down. However your Companyis exploring various sites for undertaking new projects.

The performance and outlook of the Company has been discussed in the ManagementDiscussion and Analysis Report which is forming part of the Annual report

6. DIVIDEND:

In view of accumulated losses incurred by the Company the Board does not recommend anyDividend for the year ended 31st March 2018.

7. MATERIAL CHANGES AND COMMITMENTS:

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company on 31st March 2018 and the date of this report.

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Directors

Shri Rajendra Shah (DIN NO: 01765634) Director will retire by rotation and beingeligible and not being disqualified under section 164 of the Companies Act 2013 offershimself for re-appointment.

Further during the year under review following changes took place in Board;

1. Ms. Forum Shah (07692552) was appointed as an Additional Director in the category ofNon-Executive independent Director with effect from 13.02.2017 has resigned from theCompany on 27.07.2017.

2. Ms. Gudia Agarwal (DIN: 07887219) was appointed as the Additional Director in theCategory of Non-Executive Independent Director with effect from 27.07.2017 and hasresigned from the Company on 24.01.2018

3. Ms. Nilarn Lamboria (DIN: 08055069) was appointed as the Additional Director in theCategory of Non-Executive Independent Director with effect from 24.01.2018 and hasresigned from the Company on 15.03.2018

4. Ms. Rachana Agarwa! (DIN: 08081299) was appointed as the Additional Director in theCategory of Non-Executive Independent Director with effect from 15.03.2018

The Company has received a notice from a member proposing the candidature of Ms.Rachana Agarwal for her appointment as Director at the ensuing Annual General Meeting

(ii) Key Managerial Personnel

During the year under review Ms. Shikha Shah who was appointed as Company Secretaryand CFO on 22.06.2016 has resigned with effect from 24.01.2018 from both the post

Mrs. Nikita Desai has been appointed as the Company Secretary and Compliance Officerand Chief Financial officer of the Company w.e.f. 24.01.2018

(iii) Declaration by an Independent Directorfs)

The Company has complied with provisions of section 149(6) of the Companies Act 2013.The Company has also obtained declarations from all the Independent Directors pursuant tosection 149(7) of the Companies Act 2013.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance and other Directors. A separateexercise was carried out to evaluate the performance of individual directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgment promotion of participation by all directors anddeveloping consensus amongst the directors for all decisions.

11. MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is attached with this Directors Report As Annexure-I.

12. NUMBER OF BOARD MEETINGS:

During the Financial year 2017-2018 the Board of Directors of the Company met Six (06)times respectively on 22nd May 2017 27th July 2017 11thNovember 2017 24th January 2018 14th February2018 and 15triMarch 2018 and the proceedings were properly recorded and signed in the Minutes Bookmaintained for the purpose. The maximum gap between any two meetings was less than 120days.

The attendance of the Directors at their Board Meetings is as under:

Nannie of the Director

22.05.2017

27.07.2017

11.11.2017

24.01.2018

14.02.2018

15.03.2018

AGM Dated 06.09.2017

Mr. Mitul Shah

Present

Present

Present

Present

Present

Present

Present

Mr Rajendra Shah

Present

Present

Present

Present

Present

Present

Present

Mr. Jayant Pandya

Present

Present

Present

Present

Present

Present

Present

Ms. Rupal Shah

Present

Present

Present

Present

Present

Present

Present

Forum Shah*

Present

Present

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Ms. Gudia Agarwal**

Not Applicable

Not applicable

Present

Present

Not Applicable

Not Applicable

Present

Ms. Nilam Lamboria***

Not Applicable

Not Applicable

Not applicable

Not Applicable

Present

Present

Not Applicable

Ms. Rachana Agarwal*****

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

* Ms. Forum Shah was appointed as a Director with effect from 13.02.2017 andresigned on 27.07.2017

** Ms. Gudia Agarwal was appointed as an Additional Director of the Company witheffect from 27.07.2017 and resigned on 24.01.2018

*** Ms. Nilam Lamboria was appointed as Additional Director of the Company with effectfrom 24.01.2018 and resigned on 15.03.2018

**** Ms. Rachana Agarwal has been appointed as Additional Director of the Company witheffect from 15.03.2018

The Annual General Meeting was held on 06tri September 2017; theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. No Extraordinary General Meeting was held during the Financial year 2017-2018.

13. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134{3)(c)of the Companies Act 2013 and hereby confirm that:-

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31if' March 2018 and ofthe loss of the Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis and the

e. directors have laid down proper systems financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors senior management key ManagerialPersonnel and their remuneration. The Nomination and Remuneration Policy is uploaded onthe website of the Company Currently Nomination and Remuneration Committee Consist of;

1. Mr. Rajendra Shah

2. Mr. Jayant Pandya

3. Ms. Rachana Agarwai

The Nomination and Remuneration Committee met Two (3) times during the year on 27thJuly 2017 24th January 2018 & 151'1 March 2018respectively

Name of the Director

No of Meetings attended

Mr. Jayant Pandya

3

Mr. Rajendra Shah

3

Ms. Forum Shah*

1

Ms. Gudia Agarwai**

1

Ms. Niiam Lamboria***

1

Ms. Rachana Agartwal****

Not Applicable

* Ms. Forum Shah was appointed as a Director with effect from 13.02.2017 andresigned with from 27.07.2017

**Ms. Gudia Agarwai was appointed as an Additional Director of the Company with effectfrom 27.07.2017 and resigned of24.01.2018

***Ms. Nilam Lambada was appointed as Additional Independent Director of the Companywith effect from 24.01.2018 and resigned on 15.03.2018

**** Ms. Rachana Agarwai was appointed as Additional Independent Director of theCompany with effect from 15.03.2018

15. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 and Regulation 18 of the SEB! (LODR) Regulation 2015. TheManaging Director Company Secretary Interna! Auditors and Statutory Auditors arepermanent invitees to the Audit Committee meetings. The Members of the Committee arequalified experienced and possess professional knowledge with reference to powers roleand scope of the Committee and as such. Currently Audit Committee Consist of;

1. Mr. MitulShah

2. Mr. Jayant Pandya

3 Ms. Rachana Agarwai

The Audit Committee met Four times (4) times during the year on 22rid May2017 27th July2017 11th November 2017and 14thFebruary 2018

Name of the Director

No of Meetings attended

Mr. Jayant Pandya

4

Mr. MitulShah

4

Ms. Forum Shah*

2

Ms. Gudia Agarwai**

1

Ms. Nilam Lamboria***

1

Ms. Rachana Agarwai***

Not Applicable

* Ms. Forum Shah was appointed as a Director with effect from 13.02.2017 andresigned with from 27.07.2017 and has resigned from the Company on 27.07.201.7

**Ms. Gudia Agarwai was appointed as an Additional Director of the Company with effectfrom 27.07.2017 and has resigned from the C ompany on 24.01.201

*** Ms. Nilam Lamboria was appointed as Additional Independent Director of the Companywith effect from 24.01.2018 and has resigned from the Company on 15.03.2018.

**** Ms. Rachana Agarwai was appointed as Additional Director of the Company witheffect from 15.03.2018

16. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013 and Regulation 2.0 of SEBI (LODR) Regulations2015. Currently Stakeholders Relationship Committee consists of:

1. Mr. Mitul Shah

2. Mr. Jayant Pandya

3. Ms Rachana Agarwai

One Meeting of Stakeholders Relationship Committee was held on 14.02.2018 during theyear.

Name of the Director

No of Meetings attended

Mr. Jayant Pandya

1

Mr. Rajendra Shah

1

Ms. Forum Shah

Not Applicable

Ms. Gudia Agarwal

Not Applicable

Ms. Nilam Lamboria

1

Ms. Rachana Agarwal

Not Applicable

Mention the details of appointment

17. LISTING OF SHARES:

Your Company's shares are listed on the BSE Limited .Your Directors wish to state thatthe Equity Shares of your Company are compulsorily traded in the demateriaiized formw.e.f. 26/06/2000. Presently 67.67 % of Equity Shares which are held by Promoters are inelectronic/dematerialized form.

18. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION197(12) QF THE COMPANIES ACT 2013 READ WITH RULE QF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.

19. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has adopted a Whistleblower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee it is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee. No complaint has been received by the Chairman of the AuditCommittee during the year.

20. CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies Act 2013 every company having net worth of rupeesfive hundred Crore or more or turnover of rupees one thousand crore or more or a netprofit of rupees five crore or more during any financial year shall constitute a CorporateSocial Responsibility Committee. Your companies does not fall under the said criteriahence your company has not formed Corporate Social Responsibility Committee.

21. RISK MANAGEMENT SYSTEM:

The Board is of the opinion that there exist no risk threatening the existence of theCompany and it discusses the various risks namely business finance and legal risks fromtime to time and take corrective actions as and when required

At present there is no identifiable risk which in the opinion of the Board maythreaten the existence of the Company.

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are given as under:

Energy Conservation: N.A

Technology Absorption: N.A

Foreign Exchange Earnings and outgo: Nil

23. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

24. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 for the financial year ended 31stMarch 2.018 made under the provisions of Section 92(3) of the Act is annexed as"Annexure II" which forms part of this Report.

25. SECRETARIAL STANDARDS

It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the institute of Company Secretaries of India.

26. GREEN INITIATIVES

Pursuant to Sections 101 and 1S6 of the Companies Act 2013 the Company has sent AnnualReport through electronic mode (email) to all the shareholders who have registered theiremail addresses with the Company or with the Depository to receive the Annual Reportthrough electronic mode and initialed steps to reduce consumption of paper. For memberswho have not registered their email addresses physical copies will be sent through apermitted mode.

27. AUDITORS:

I. STATUTORY AUDITOR

The Statutory Auditors of your Company namely M/s. DS! & Co. CharteredAccountant were appointed for a period of five years at the Annual General Meeting held on6th September2017 subject to ratification every year. The Companies(Amendment) Act2017 has waived the requirement for ratification of the appointment of theshareholders at every Annual General Meeting. In view of this the approval of the membersis sought for appointment of Auditors for remaining period without any ratification everyyear. Auditors have confirmed their eligibility and submitted the Certificate in writingthat they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditor have not made any adverse comments or given any qualificationreservation or adverse remarks or disclaimer in their audit report.

Il. SECRETARIAL AUDITOR

The Board has appointed Jigar Shah & Associates. Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the financial year 2017-2018. TheReport of the Secretarial Audit Report is annexed herewith as "Annexure Hi". TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

III. INTERNAL AUDITOR

The Board has appointed Amar Morawala & Co. Chartered Accountant to undertake theInterna! Audit of the Company for the financial year 2018-2019.

IV. COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2014.

28. HUMAN RESOURCES:

Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

29. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of being environmentally clean and has safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources. There was no accident during the year.

The Company has an adequate system of internal financial controls commensurate with itssize and nature of business. Detailed procedures are in place to ensure that ail assetsare safeguarded and protected against losses all transactions authorised recorded andappropriately reported. The internal control system is monitored and evaluated by anInternal Audit team which interacts closely with the Audit Committee. No material issuesin relation to the adequacy of Company's control systems were raised during the year.

31. PARTICULARS OF LOANS GUARANTEES. INVESTMENTS AND SECURITIES:

The Company has taken loan from Director of the Company during the year. The details ofloans given are given in the notes to Financial Statements.

32. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Ail transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. Hence the provisions of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in form AQC--2 is notrequired.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AMD REDRESSAU ACT 2013:

Your Company is not required to frame any policy as during the year there were only 3employees.

34. GENERAL D8SCLQSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under reviewand hence no information as per provisions of Section 54(l)(d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

4.

5. During the year under review there were no instances of non -exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 hence no information is furnished.

6. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

35. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers Government authorities and various stakeholderssuch as shareholders customers and suppliers among others for their support andvaluable guidance to the Company. Your Directors also wish to place on record theirappreciation for the committed services of all the Employees of the Company.